UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On December 26, 2025, QHSLab, Inc. (the “Company”) accepted subscription agreements from two accredited investors for the purchase of approximately $500,000 of the Company’s common stock and warrants in a private placement offering. No brokers or finders participated in the offering and the Company paid no brokerage or finder’s fees. Consequently, the net proceeds to the Company were in excess of $495,000.
Pursuant to the subscription agreements, the Company issued an aggregate of 1,666,663 shares of common stock, par value $0.0001 per share, at a purchase price of $0.30 per share, together with an aggregate of 416,666 warrants to purchase shares of common stock. Each warrant is exercisable at an exercise price of $0.60 per share and expires on December 31, 2030.
The securities were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, provided by Regulation D thereunder.
The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 is incorporated herein by reference.
The shares of common stock and warrants were offered and sold in a private placement to two accredited investors without general solicitation in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No underwriting discounts or commissions were paid in connection with the issuance of the securities and the certificates representing the shares and warrants will have a customary Securities Act legend imprinted thereon.
The securities issued have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption.
Item 7.01 Regulation FD Disclosure.
On December 29, 2025, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab, Inc. (OTCQB:USAQ) Completes $500K Private Placement, Enters 2026 With Clean Capital Structure.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in the press release annexed as Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
We use, and will continue to use, our website (https://usaqcorp.com), press releases, and various social media channels, including our Twitter account (https://twitter.com/qhslabinc), LinkedIn account (https://www.linkedin.com/company/65407282/), Facebook account (https://www.facebook.com/QHSLabs) and Instagram account (https://www.instagram.com/qhslabs/) as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information we post on our website, disseminate in press releases and on social media could be deemed to be material information, and we encourage investors, the media and others interested in the Company to review the business and financial information that we post on our website, disseminate in press releases and on the social media channels identified above, as such information could be deemed to be material information.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K, except for Exhibit 99.1, which is furnished.
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement | |
| 10.2 | Form of Warrant Agreement | |
| 99.1 | Press Release dated December 29, 2025 – QHSLab, Inc. (OTCQB: USAQ) Completes $500K Private Placement, Enters 2026 With Clean Capital Structure | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 29, 2025 | ||
| QHSLab, Inc. | ||
| /s/ Troy Grogan | ||
| Name: | Troy Grogan | |
| Title: | CEO and Chairman | |